Heroes
by Go-Colts
Summary: SmallvilleSpiderman crossover. When Clark goes with Lex to the World Unity Fair in New York City, his life will be changed forever; after all, he finds a seemingly average boy willingly take on the burdens of an entire city.
1. Default Chapter

A/N—Yes, this is a Spiderman/Smallville crossover. The Spiderman I'm using is from the movies, though I may draw from the comics or cartoons if the movies run out of depth. Anyway, please read and review! Hope you like it.

**Heroes**

_Who am I?_

_If someone told you that I was just your average guy, not a care in the world, someone lied._

_I used to be a naïve boy, my only problems coming in the shape of a beautiful girl._

_In one single moment, all of that changed…and I learned that with great power, there comes great responsibility._

_Who am I?_

_I'm Spiderman._

**Chapter 1**

New York City definitely isn't among the most hospitable places in the nation; in fact, it's proven to be quite apathetic. New Yorkers are trained to keep their heads down and to avoid eye contact. After all, things aren't your problem if you pretend you don't see it. Amazing logic. I'm afraid things don't always work out that way, which I discovered the hard way for myself.

You see, my Uncle Ben was a good—no, he was a great person, kind, loving, a father to an ungrateful child who couldn't even find the righteousness in his heart to stop a thief. In fact, he helped the thief escape, which led to the thief shooting his uncle and ultimately killing him. In case you haven't noticed, that ungrateful child was me, Peter Parker. My last words to him went somewhere along the lines of, "You're not my father, so bug off." Of course, that's only if you don't count the mumbled apologies through tears while my Uncle Ben's life bled away.

I sighed as I entered Mr. Jamison's office.

"PARKER! What've you got for me today?" Man, can the guy's voice get any gruffer?

"I took these photos of Spiderman saving a small grocery store from robbers," I said, throwing down a folder containing six pictures.

"Saving? Parker, Spiderman's clearly taking some of the dough for himself." Charming, gruff, cynical voice again.

"No, you don't understand, I saw him stop the thieves and leave." I knew this would just be another futile argument.

"Before the cops came I presume. Parker, Spiderman's a MENACE. Wait, why am I justifying myself to you? I'll give you two hundred. Now get out." Resignedly, I got up and left.

"Mr. Jamison, your wife's on the phone," said a secretary through the doorway as I left.

"Tell her I'm out to lunch." I sighed. This is my life—saving the lives of innocents every night only to be slandered by a grouchy man that lived a grouchy life. Well, as Jamison put it, since it's in print it's actually libel.

**X.X**

Clark Kent sat anxiously in his hotel room, eager for the next day. The knock on his door beckoned him to open it.

"Thanks for coming Clark," a bald, handsome man said from the other side. "It really means a lot to me."

"No problem Lex. I mean, who wouldn't want to go to the World Unity Fair?"

"You'd be surprised, Clark. You know, my father once told me that diversity was the key to the future."

"Really?" Clark asked, surprised.

"Well, he meant it in the sense that there were people that were easier to exploit."

"Sounds like something your father would say."

"As you can see, I'm trying to make a genuine effort to appreciate other cultures. Listen, if you need anything just pick up the phone. Everything's covered by Luthor Corp."

"Thanks."

"No problem. Get a good night's sleep, Clark. Tomorrow's a big day."

**The Next Day**

_'Good morning New York.'_ I stretched out my arms as I lazily awoke from my deep sleep. _'Oh man, I'm going to be late to the World Unity Fair.'_ I jumped up and made sure my Spidey suit was under my normal clothing. Seeing that it was, I grabbed my camera and set off to the World Unity Fair.

Wow, the fair was crowded even for New York City. I whipped out my camera and aimed around, taking random snapshots of the visitors. As I sought to take another snapshot, the newspaper photo and headline caught my eye. _'Big Apple Fears Spider Bite!'_ I sighed. Jamison's work obviously. Resignedly, I lowered my camera and looked up at the floats and the scenery, only to be met by another surprising scene. My best friend, Harry Osborne, was with my lifelong crush, Mary Jane Watson on a balcony that was clearly reserved for VIP's. My eyes met Harry's for a split second before he broke off the contact and walked out of my view, taking MJ with him.

Gasps of bewilderment echoed around me. Looking up, I saw what all the fuss was about. There seemed to be a man flying on some kind of glider at a somewhat astonishing speed.

_'The wonders of modern science and technology.'_ That's when my own astonishment was interrupted when my spider sense went haywire.

**X.X**

"Mr. Luthor, it's a pleasure to finally be able to meet you. I'm so sorry my father couldn't make it."

"No problem at all…Harry, is it?"

"Harry Osborne."

"Well, I can always speak to your father later. Let's just enjoy ourselves today. By the way, this is my friend Clark Kent." Harry politely shook Clark's hand before turning back to Lex. "And who's the beautiful young lady you have with you?"

"Mary Jane Watson. Nice to meet you, Mr. Luthor," the redhead said, offering a hand which Lex gladly took. The sound of demonic laughter took everyone by surprise.

"OUT, AM I? HAHAHAHA!" A small device was thrown in between Oscorp's board members near the balcony. In a flash, they were nothing more than ashes.

"What the Hell?" yelled out Harry, before the Green Goblin threw a pumpkin at the balcony. Harry and Lex were instantly knocked unconscious as the floor beneath Mary Jane started to collapse.

"HELP!" Clark, unaffected by the explosion, ran and helped Mary Jane up.

"Are you okay?"

"Yea—Harry!" She quickly ran over to his side to check up on him as Clark followed her. Seeing that they were both just minorly hurt, Clark turned around to see a man in a red and blue costume fighting the monstrosity that had thrown the pumpkin bomb. Spiderman wasn't winning either, as the Green Goblin rammed his head into the solid brick wall. Focusing his eyes, Clark launched a blast of heat at the glider the goblin was riding on, causing it to smoke. The goblin, seeing his glider starting to malfunction, threw Spiderman straight down as he flew away.

"WE'LL MEET AGAIN, SPIDERMAN!" Clark Kent, on the verge of super-speeding to save the costumed hero, was stopped in his tracks when he saw Spiderman shoot out some webs from his wrists, saving himself from the fall.

_'And I thought New York would be a nice break from Smallville.'_


	2. Chapter 2

A/N—I'm probably going to go out of continuity now. GG can only affect Clark so much.

**Chapter 2**

Gray smoke lined the tracks of the Green Goblin as he flew away. The bright sunlight illuminated his path and the screaming city of New York below. As Clark Kent looked at the ashes of those who had been murdered, he couldn't help but feel that he had an obligation to the nameless dead. Sure, crimes happened everyday and of course people were killed daily too. This time was different; whatever that thing was, it wasn't completely human.

'_Meteor freak?'_

_ 'Maybe.'_

_ 'Where'd it get all those weapons then?'_

It was definitely a valid question. Though meteor freaks did possess unique powers, an arsenal of cutting edge technological weapons usually wasn't in their repertoire. Besides, they were a long way from Smallville. Even more importantly, Clark wondered who it was that was fighting the goblin. As if on cue, he saw Spiderman swing away amidst gasps of fear and apprehension. Whoever he was, he didn't seem like good news.

_'Then why was he fighting that monster?'_

_ 'Not everything's black and white.'_

"Clark, are you alright?" Lex's voice said from behind him.

"Yea, what about you Lex? You got hit pretty hard."

"Don't worry about it; it's nothing a few days of rest and an unlimited budget for healthcare can't cure."

"Just glad you're alright."

**X.X**

You know in those cartoons where one of the characters says, "This can't get any worse" and then things do, like when it starts raining out of the blue? Well, I'm confident in my belief that things can't get any worse. I'm still responsible for my Uncle's death, my aunt doesn't know about it, the city hates me, I'm poor as hell, the girl of my dreams only likes my alter ego, and some super strong maniac is out to terrorize the city. So let me just tell you that things can't get any worse. In fact, they can only get better, starting with the money Jamison's about to give me for my Spiderman pictures.

"Ah, Parker, can you see the headlines? Green Goblin and Spiderman Terrorize World Unity Fair!" I'll just shut up now; things just got worse. In times like these, I just retreat to a lonely coffee shop to drown my woes in…coffee. By the way, it just started raining.

**X.X**

Clark Kent stared disappointedly at the newspaper. Apparently, Spider-Man had actually been working together with the Green Goblin to terrorize the Unity World Fair. Obviously, a fight between the two would cause massive damage, but Clark didn't buy any of it. Sure, Spider-Man might have been a bad guy, but he was fighting against another lunatic who murdered several people. As far as Clark could see, Spider-Man just seemed to be a petty thief and nuisance to the city of New York.

His main problem was with the goblin. He couldn't hide for long from Clark Kent; no one could. With ears that could virtually hear cells divide and a speed that easily broke the sound barrier, eluding Clark Kent wouldn't last long. Yes, he would find the Goblin and bring him to justice.

**X.X**

"Mary Jane! Mary Jane!" Peter's voice sounded over the countless sounds that New York provided. He chased Mary Jane, his long time crush, as she left the restaurant she was currently working at to start up her acting career. Though he hadn't admitted it to anyone, everyone already knew. It was just that transparent.

"Peter? Peter! What are you doing here?"

"Well, I was in the neighborhood…well, I was after taking three buses and a taxi…and decided to stop by and see how you were doing."

"Not so good. My first acting audition, well, didn't go too well."

"I'm, I'm sorry to hear that."

"It's not your fault. Hey, anytime you're around here be sure to stop by. You have no clue how comforting it is to see a familiar face." Her beauty held him in captivity, and it was a few seconds before Peter mustered the strength to reply.

"Um, yea. Sure—sure thing."

"I'll see you later. Thanks for coming." He dumbly waved as she flashed a beautiful smile and set off. To his dismay, he saw her cross into an empty street as two burly men followed her. Jumping into action, Peter shed his gear and changed into his Spider-Man costume.

"LET. ME. GO." Her struggles were in vain. They were two, and she was one, not to mention that they were by far stronger than she was. "Take my purse. Take everything. Just…just don't hurt me, please."

"Oh, we won't hurt you. In fact, we'll treat you real well," said the first thug, flashing her a lustful smile. She cringed at what she thought was inevitable.

Out of the blue, her savior arrived. Before she could blink, she found her assailants tied up in webs as the webslinger himself descended down and picked up her purse for her.

"T, thank you. You, you're actually a good guy aren't you?" He gave a silent nod. "The papers…they aren't true are they? Who are you?"

"You know who I am."

"I do?"

"Yep, your friendly neighborhood Spider-Man!" With that, he leaped off as the cops arrived. Mary Jane Watson looked on with a awed smile.

**X.X**

Two days and still nothing. It was as if the Green Goblin just disappeared from New York. He realized the next best thing he could do was find Spider-Man and see what side he was actually on. Fortunately, Lex had prolonged his stay in light of recent events delaying business. He ignored Clark's pleas of caution and stated briefly, "Business is business." That was the end of it, though Lex did offer Clark a ride back to Smallville. However, Clark knew he still had business to attend to. He couldn't just ignore what had happened; after all, he saw several people murdered by an insane lunatic with his own eyes, and he was still curious as to the enigma that was Spider-Man.

**X.X**

"This city is weak. We could easily crush them all, with the exception of only one," Norman said, standing alone in his massive room.

"Yes, he is a dangerous adversary but just imagine, Norman, what we can do if he joined us…" The Green Goblin was Normal's other personality, but they seemed to exist as one just well enough. To one looking at the room, it was just Norman talking to himself.

"We'd be unstoppable…" Norman stated contemplatively, before the goblin's maniacal laughter took over and resonated through the mansion.

**A/N—Yes, I know I go out of continuity in some places, but just bear with me. This is just a fanfic and not a rehash of the movie. Please read and review!**

Btw—I was going to put the first Peter/Clark interaction but that'll have to wait until the next chapter.


	3. Chapter 3

****

A/N—This isn't going to go by movie continuity. It might go by the comics though. Not sure, sorry for the long wait.

Chapter 3

"Mr. Luthor, it is a pleasure to finally meet you. Sorry I couldn't make our last meeting. I was…preoccupied."

"Trust me, I understand. We're both very busy men, Mr. Osbourne. Though I must say, you have a wonderful house." Norman Osbourne gave a small smile as he took in the compliment.

"Thank you and feel free to come by any time. Mi casa es tu casa."

"I just might hold you to that one day." Norman gave Luthor's statement a slight nod before he spoke again.

"I hear Luthor Corp has something big to offer us. Judging from Luthor Corp's history, I'm sure this will be revolutionary." Lex smirked as he put his suitcase on the coffee table and opened it.

"My scientists have analyzed every facet of this material. There is nothing on earth that holds similar properties. We call it meteor rock."

****

X.X

Bright and sunny. The exact opposite of how I'm feeling. First, I had to stop another robbery last night and went sleepless again. Then I found out my test in vector calculus was today. I'm short on cash—wait, that's putting it nicely. I'm bankrupt. I can't keep awake anywhere, and…I just ran into my chemistry teacher and knocked him over.

"Oh, Dr. Sullivan, I'm so sorry. I wasn't—"

"Glad to see my class isn't the only place you aren't paying attention in. What's wrong, Parker? Family troubles? Girl troubles? You used to be one of my brightest students—now you've failed the past two exams." More like I'm risking my hind to stop crime every night while the media roasts me as some maniac in a suit that goes around scaring old ladies for fun. Oh, did I mention I don't get sleep?

"I'm sorry. I just…I'll do better," I said, hurrying away before he could reply. What else could I say?

****

X.X

"And this is Lillian hall, our performing arts building. It was founded in 1809 and…" Clark couldn't help but tune out his tour guide's voice as he looked around the university campus. It was beautiful. There were scattered orchard trees in an expansive grassy area that was at least three times the size of a football field. He started wandering around the campus before he realized he was separated from his tour group. _I'd prefer it like this anyway_. He was so busy looking around that by the time he felt someone run into him it was too late.

****

X.X

Seeing it was already noon, I figured I hadn't slept in over thirty-six hours. All in a day's work for a "menace to society" right? Then again, I have some more pictures for Jamison that I can sell for some much needed money. Which is now the dilemma: do I go to sleep or get some money for food? Decisions, deci—spider sense. I quickly jerked my head up as I barely avoided another student but tripping in the process. Why did my Spider Sense just go off? Was running into another student that dangerous? I looked up and saw a six foot four—most likely football player—male hovering over me. High school survival instinct told me to run. Too bad I'm too tired to do it.

"Sorry, I didn't see you there. I was just looking around. Clark Kent," he said, extending a hand. Wow, he's not the typical football star jackass like Flash and his cronies.

"Peter Parker," I said, taking his hand. "Thanks."

"No problem. This is a nice school you have here."

"Thanks," I said, trying not to sound like a complete liar. It's nothing against the school; it's just that not sleeping wears even metahumans down. "You know, we have tour guides to show you around."

"Yea, I kind of got separated from my tour group." He definitely looked lost. Don't do it Parker. Don't do it.

"I guess I can show you around." Parker, you dolt.

"Really? I'd definitely prefer learning about this school from an actual student. Thanks."

"No problem. Where are you from?"

"Smallville. You probably haven't—"

"Meteor capital of the world?"

"Yea, how'd you know?"

"I guess you could say I'm sort of a geek. Well, really geeky. I guess I was always interested in space and what it held. You know, I was only four when the meteor shower happened. Unfortunately, I don't have much time to be geeky anymore."

"This school keeps you that busy?"

"Eh, I guess you could say that. Here, let me show you around. I need to get a bite to eat anyway."

"Thanks. I really appreciate this."

"No problem." The next five minutes were actually quite enjoyable. It was definitely not wise to judge Clark Kent by his cover. Before I knew it, we had arrived at the finest diner in the world: McDonalds. Then again, it's not my fault it's the only restaurant I can afford…if I order from the dollar menu anyway. Like I said, I'm dirt poor because I keep getting fired from jobs I can't make it to on time.

"So," Clark said, taking a seat with me, "there's something I've been dying to know."

"What's that?"

"What do you know about Spider-Man? Every newspaper I've read says he's a menace, but I clearly saw him fighting a murderer in a green goblin's suit." He uses his common sense too instead of giving in to media propaganda. I'm beginning to like this guy.

"Well, most of the pictures you see in the newspapers are actually taken by me and, well, from what I've seen, he's a good person. I know how unrelenting the media can be. I am a freelancing photographer after all."

"I hope to be a reporter myself. There's got to be some credibility in it though, right?"

"Does there, or do the people just have to believe the story and buy the paper?"

"Well, one thing's for sure. I'd take him over that murderous goblin anyday."

"It's good to trust your own eyes."

"So do you live on campus?"

"Nah, I live with my Aunt May. Maybe you can come visit sometime. That is, if you're going to be in New York for the next few days."

"I'll be here as long as my friend Lex is here…maybe even longer."

"Wait, Lex? As in Lex Luthor? Owner of Luthor Corp and on his way to becoming one of the nation's most powerful CEO's?"

"I take it you've heard of him then."

"I've heard Norman Osbourne speak of him here and there. I'm best friends with his son, Harry."

"Seems like we both know our share of wealthy millionaires then."

"Listen, I've got to head out. Jamison's gonna have my head if I don't show up for my meeting. Stop by sometime, Kent. Here's my address."

"Thanks. I'll be sure to visit sometime."

****

X.X

"PARKER!"

"Yes, Mr. Jamison?"

"What time did I say to be here?"  
"One-thirty, sir."

"AND WHAT TIME IS IT NOW?" I gulped and looked down at my watch. One-thirty.

"One-thirty, sir."

"Don't be smart with me! My watch says one-thirty two, which means you are TWO minutes late." God my life sucks.

"Sorry."

"Don't be late again or you're fired!"'

"But I don't work here." Darn it Parker. Why did you have to open your mouth? Mr. Jamison was getting redder by the second and ready to explode. "I have pictures of Spider-man though!" Hasty thinking. He calmed down enough to respond.

"Well don't just sit there. Let me see them!" I handed him the envelope that was filled with pictures I had taken the night before. "Let's see here…garbage, garbage, garbage…" you get the point. "These all suck. I'll give you a hundred."

"Two hundred."

"One twenty."

"One sixty."

"One forty, and that's my final offer!"

"Deal." Hopefully this will be enough to pay Aunt May's bills for the month. As I walked out of the office, I felt my spider sense go haywire. A split second later there was a crash in Jamison's office followed by maniacal laughter. The Green Goblin.

"Where's Spider Man!"

"I—I don't know."

"Don't play dumb with me Jamison. You have pictures of him in your paper every day." Before I could hear anymore, I ran out of the building and changed into my Spidey costume, headed back towards his office the fun way.

"Over here, ugly!"

"Ah Spider Man. There you are."

"I KNEW IT. I KNEW YOU TWO WERE WORKING TOGETHER!" Damn it. I don't need this right now, Jamison.

"Okay, cutie-pie," I said and shut his mouth with my webbing. That meant taking my eyes off the goblin. Bad move. When I turned back I found his wrists pointed at me and gas spewing out. Not good.

"You're getting very sleepy…hahahaha." No joke as everything faded to black.

****

X.X

_How can the Green Goblin hide from me? It's like he just disappeared._ Clark Kent still had no luck in finding either Spider Man or the Green Goblin. Until his super hearing picked up two voices on top of a nearby building, one he recognized as the Goblin's and the other one as…Parker's? It didn't matter, as he supersped away to his destination.

****

X.X

The next thing I remember is a cool wind blowing in my face and seeing the face of the goblin.

"The little spider awakens." God, my head won't stop throbbing.

"You haven't killed me yet. What do you want?"

"To extend a hand for partnership."

"What makes you think I'd even consider it?"

"Well, here's the real truth, Spider-Man. There are eight million people in this city. And those teeming masses exist for the sole purpose of lifting the few exceptional people onto their shoulders. You and me… We're exceptional. Join me. Together, no one can stand in our way."

"Goblin, we're exceptional. That only means we have an obligation. A great man once told me, 'With great power, there comes great responsibility.'"

"Fool! Do you not see the papers? Spider-Man's a menace! Just remember, no matter what you do for them, they will HATE you." He actually has a point there. No, Parker, don't think like that. Remember Uncle Ben. Remember that if you did the right thing, you could have saved him. "The one thing they love more than a hero is to see a hero fail."

"Goblin!" It was such a familiar voice…Clark Kent? No doubt, Clark was standing right in front of us, giving a look that could melt steel.

"And who are you pretty boy? Here to have some fun?" He started towards him in a threatening manner. _Get the Hell out of here Clark._

"No, don't. This is between…you and me." I could barely get the last three words out, as I found myself so devoid of energy.

"Then you've made your choice, Spider?"

"What choice?" _Damn it Clark, can't you see you're out of you're league? This isn't some high school bully_.

"Oh, me and the Spider…we're just having a friendly discussion on morals." He looked down at me, somewhat contemptuous and then…confusion? It was as if he saw through my disguise and saw the real me. His face reverted back to his initial one of righteous anger.

"It's over now."

"Like hell." The Goblin through a heated punch into Clark's stomach.

"NO!"

"Ah! My hand!" Sure enough, Clark didn't even move as the goblin held his hand in agony. "What are you?"

"I'm here to put you away, murderer." Cornered. Until the Goblin reached behind his back and pulled out a pumpkin and tossed it straight at me.

"Here's your choice, tough guy. That pumpkin is enough to blow the top off of this building. You can save these people…or you can stop me." He calmly stepped on his glider as he saw Clark rush to grab the pumpkin. He was a blur as he ran off the building and to God knows where.

"Later Spider! Think about what I said! Mwahaha." That cackle gets more obnoxious every time. A few seconds later, I saw Clark return with a charred shirt but none worse for the wear.

"What did you do?"

"I ran off with the bomb and let it blow up in an empty lot. Now it's my turn to ask the questions. Why?"

"Why what?"

"Why are you in league with the Goblin? Actually, the answer's obvious. The real question is why do you feel it's necessary to keep up a front, Parker?" The surprise that followed actually jerked me awake a little. _He thinks I'm the Goblin's partner in crime, and he knows I'm Peter Parker._

"I'm--I'm not in league with the Goblin. We're opposites."

"From what I've heard, you two were discussing a partnership."

"How long were you listening in on us?"

"Just a few seconds--enough to see what was going on."

"Clark, you've got it all wrong." The drowsiness was setting back in. "He gassed me and took me here. He wanted to work with me to rule the city. You came here before I could reply."

"That's easy to say now. Tell me, then, why do you wear a mask? Why should I believe that, in the financial situation you're in, you wouldn't rob a bank for some money?" The headache was killing me now. I found myself drifting into unconsciousness. Before I did, I gave one final answer.

"Because in one instant, my life changed forever, and I learned that with great power, there comes great responsibility."

A/N--Loved it? Hated it? Drop a review. Flames, praise, anything goes!


	4. Chapter 4

A/N--Thanks for the reviews!

Louie Pastiche--Thanks for telling me that Jamison is actually Jameson--that could get really annoying.

Drufan—Yes, Clark's dialogue is wooden. He just seems so wooden in the show though.

To everyone—thanks for the feedback, whether it be positive or negative. I guess this will be my most active project for the time being.

Please read and review!

**Chapter 4**

Sometimes when the whole world tells us we're wrong, our gut instinct tells us that there may be more than meets the eye. So instead of taking Spider-Man, who had moved up on the New York's most wanted list, to the police, Clark Kent took Peter Parker back to his Aunt May's house--sans costume and dressed in Clark's clothing. He had safely dropped the Spider-Man suit, hidden of course, in his hotel room and donned Peter with some less subtle clothing.

He quietly knocked on the door and was greeted by an elderly lady with a very kind face. Her welcoming smile turned to worry when she saw the unconscious Peter in Clark's arms.

"Oh my!" She was panicking and had trouble breathing and talking when Clark held out a comforting hand.

"He'll be okay. Just had a nasty fall. Do you want me to take him to his room?" Visibly relieved, she thankfully nodded. Clark headed up the stairs as she followed, still worried about her dear Peter, the last family she had left in this world. As Clark placed Peter on his bed, the unconscious man let out a small sigh, much to the relief of Aunt May.

"Thank you so much. I don't know what I'd do if something happened to my Peter." Clark could only pray that the papers weren't true. He could tell she was such a kind lady just by her gentle appearance and compassionate expressions. "Would you like something to drink?"

"No thanks. I, I have to get going. Is it okay if I stop by tomorrow morning to check on him?"

"Of course. You're welcome anytime, my dear, and I'm sure Peter would like to thank you. I'm his Aunt May by the way."

"I know. Peter's said a lot of good things about you."

"Such a kind young man. He's all I have left after my husband Ben passed away."

"I'm sorry to hear that."

"Peter hasn't taken it very well. He's always home late and never goes to class on time. I'm really worried about him." She was now talking more to herself than to Clark, but things started making more sense to Clark by the second. "Oh my, sorry. I was just rambling. I didn't mean to hold you here. Have a nice night, and thank you…"

"Clark, Clark Kent. And you're welcome."

**X.X**

Light. Soft cozy bed. Where am I? Not sure I wanted to know, I looked around and saw myself in my own room. Wow, what a dream. At least I thought so until I saw my Aunt May right beside my bed, sleepy but smiling.

"Peter, you're awake."

"What happened?" I felt a drumming sensation inside of my head. Nice Peter, hangover without even drinking. Or was I?

"Clark Kent brought you here. He said you had a nasty fall. Such a gentleman. He said he's going to stop by and check on you this morning." As if on cue, the doorbell rang. "That's probably him right now." As Aunt May went to get the door, memories started flooding back to me.

_ "We're exceptional…you and me…join me…the one thing they love more than a hero is to see a hero fail…they will HATE you…"_

"How're you holding up, tough guy?"

"Fine, I guess. You?" From the corner of my eye, I saw Aunt May smile and head downstairs, most likely to make breakfast.

"Curious. In need of answers."

"I could say the same thing."

"Well, the media's not crucifying me as some nut in a spider costume."

"Yea, about that, it's a secret."

"Obviously. I'm going to give you the benefit of the doubt Parker. Why were you with the Goblin last night?" Oh, you know, just a friendly rendezvous with my favorite psychopathic murderer.

"Well, last thing I remember is he sprayed some gas into my face while I was distracted and found myself on top of a building."

"Yea, then why were you talking about a partnership?"

"He wanted me to join him because I have powers. I said no." Well, Kent's gaze surely softened.

"Well, I'll give you this--you hardly seem to be living the life of a mastermind criminal," he said, referring to my modest abode.

"Yea, I guess you could say that."

"Why do you do it then? I've done my research. You were captain of the chess club and one of the premier chemistry students in the nation. You passed high school with flying colors and were awarded an annual ten thousand dollar scholarship from Oscorp. Your college pays the rest of it. Now, I hear you're constantly late to class, failing about half of your them, and it's obviously not because you're stupid. It's because of Spider-Man, isn't it?" Give credit where credit is due. He did do his research. Least I could do was nod. "I also know you've been fired from two jobs already--"

"Three." He probably missed my one day stint as a pizza delivery boy.

"Ok, three. You now struggle to make ends meet. Tell me, why do you still do it?"

"Do what?"

"Swing around as Spider-Man."

"The answer gets more and more ambiguous everyday. I guess I feel obligated, especially since my Uncle Ben died. He was a father to an ungrateful son--someone that couldn't see how lucky he was to have someone like Ben until Ben died right in front of his eyes as a direct consequence of…my actions. I could have stopped the thief that night, but I didn't. Now I'm trying to make sure it never happens again. Remember something, Kent. It was something my uncle said to me, 'With great power, there comes great responsibility.'"

"Peter, breakfast is ready! I made you your favorite!" Aunt May only does that during a special occasion. Think, Parker, think. Considering my head, I'm proud for remembering.

"Come on. It's going to be my last breakfast here."

"You're moving?" Suspicious eyes again.

"Yea, just leaving to room with my pal Harry. It'd be a lot more convenient for both me and Aunt May. Nothing to worry about."

"I'm not worrying." _Yet_, Clark silently added to himself. "By the way, I dropped off your suit in your closet."

**X.X**

"Norman, Norman. It seems we have another obstacle in our path. It'd be a perfect time to try out our new meteorite bombs."

"It's too experimental. The side effects--we don't understand them. They even altered the molecular structure of substances in our tests. We--"

"Quit you're worrying! The inconsequential masses…who cares what happens to them? It's the spider and the boy we want. Speaking of, come on Norman. It's time to draw out the spider again.

**X.X**

It's bittersweet, really. It's not like I planned on living with my Aunt May forever, but I can't help but feel a little…nostalgic. Well, this is growing up Parker. You give some, you take some. Then again, it's not like I'm taking too much with me. Which is why I showed up at Harry's place with only a bag of clothes, carefully folded by Aunt May.

"Pete, thanks for rooming with me. My father doesn't want me rooming alone. He's afraid I'll do something stupid."

"I should be thanking you. This is a much more convenient location and, well, I want Aunt May to be as stress free as possible."

"Pete, Pete. Always a philanthropist now aren't you?" You have no idea, Harry. You have no idea.

"In a way."

"Oh, by the way, my dad wants to invite you…and me…to some science presentation headed by Doctor Octavius or someone." The way Harry said "and me" only reflects his disdain for what his father's trying to make out of him. Despite all of his money, Harry's not much different from the rest of us. He only wants to make his father proud.

"Otto Octavius? Are you serious?"

"You've heard of this guy?"

"I've looked over some of his work in nuclear fission. He's brilliant. In fact--"

"I don't mean to sound rude, but save it for later. For now, how about we get a bite to eat? I'm starving."

"Not a bad idea. I can tell you about it over lunch."

"Or we can talk about anything else. Talked to MJ lately?"

"Yea, a few days ago…" The rest is irrelevant.

**X.X**

When Clark Kent needed advice, he always had someone he could go to. It was times like these Peter Parker would never have again--and Clark could only wonder how Peter felt. He couldn't imagine losing his father--he had lost him once, but he wasn't himself at the time. Now, he was thankful for every second his father was still around because, unlike him, his dad wasn't invincible.

"Well, his story checks out. He did lose an uncle named Ben last year, right around the time Spider Man emerged. But I just can't see why he isn't coming clean with the media. It's not like they don't make valid points--he wears a mask and never sticks around on a crime scene."

"Clark, I don't know what drives this kid. I've never met him before, but just keep in mind that people have reasons for doing what they do. I wouldn't be too quick to judge him either way. Be patient, and try not to let your feelings cloud your judgment. If he is a criminal…you do what you think is right."

"Thanks, dad. I'm going to grab a bite to eat now. I've been researching this all morning."

"Alright, stay in touch."

"Oh, and dad?"

"Yea?"

"I love you."

"Love you too. Take care."

**X.X**

"So, Pete, when are you going to ask MJ out?"

"What are you talking about?" _We both know, Parker._ Don't you just love having a conversation inside of your head with yourself?

"Come on. Everyone knows you've had a crush on MJ since…well, a long time."

"Am I that transparent?"

"Like a windex-cleaned window. So come on. You can tell your best friend." I wish I could tell you everything, Harry, but I can't.

"Well, I'm not even sure if she likes me."

"Look at yourself! You're smart and kind, and you have those deep eyes--how could she resist you?" Too much detail Harry, but you may be on to something. Parker, you are smart…and there's no doubt you're kind, and you've saved her once already…well, Spider Man did, but same difference. We may be on to something.

"You think so? I mean, besides the eyes thing. That's just awkward coming from you."

"Sure thing. Go for it man. Listen, I've got to head out and get ready for Octavius's presentation early. Boss's son and all, you know. I have the 'rare' opportunity to greet the same mundane guests on a blind rampage for my father's money."

"I'll meet you there later, then."

"Sure thing. Here's the money for our meal."

"Harry, you don't have--"

"Just call it roommate courtesy to pay for your first meal as a man on your own. Later Pete."

"Bye, and thanks for the meal." Well, I admit that was quite enjoyable. It's been a good day so far, especially considering the circumstances. I wasn't even guaranteed to live to today. A few minutes later, I finished my meal in silence and headed out. The sunny skies reflected off of the black streets and white sidewalk as I walked through New York. After a few blocks, I found myself in the midst of another disaster. A fire was ravaging an apartment complex while firefighters and police could only watched in despair as they futilely rushed to put out the fire. _Someone's still in there!_ In an instant, I was in my Spider-Man suit and slinging towards the house.

**X.X**

In his contemplative state about Spider Man, Clark almost seemed surprised at the natural disaster loomed in front of him. Firemen struggled to put out a large fire in an ultimately futile attempt to rescue the trapped man inside. Wasting no time, Clark headed towards the apartment complex when he saw Spider Man fly in first. Deciding things were going to be alright, Clark waited outside… and listened.

**X.X**

"Stay still! I'm coming for you." Spider sense going haywire. Something's not right.

"Have you made your decision?" Green Goblin.

"I thought the message didn't get through the first time." I shot my webbing at the goblin, only to have it cut by blades on his arms.

"You're making a mistake, spider." Before I could even react, he shot three disc blades at me. On instinct, I dodged the brunt of the attacks, only to have one of the blades shed a long line of blood down my outer arm.

"Hahahaha." And I thought insane laughs were reserved for cliché villains. "Special delivery!" As Goblin got on his glider, he drew out two pumpkins that had a green glow to them. _What the hell?_ "Catch you later!" As the pumpkins glowed brighter, I did the only thing I could. I ran. By the time I escaped the building, the goblin was long gone and the apartment was on the verge of collapsing. At least everyone was evacuated in time.

"It's Spider Man!"

"…he blew up the building…" I can just imagine the papers tomorrow.

"Stop in the name of the law! You're under arrest." What a joke. I was out of the area in an instant. After all, I still had to attend a presentation at Oscorp…not that it'd make a difference either way.

**X.X**

_Innocent. He was telling the truth. But the Goblin…he has kryptonite bombs now. I couldn't even get close to the building, much less inside. How much stuff is packed in those things? This is going to be a lot more dangerous than I thought_. As Clark Kent watched Spiderman fly away, he saw something that astonished him. In slow motion, a single droplet of blood hit the ground, reverberating in Clark's mind. _He bleeds_.

A/N--For those who aren't sure, the significance of the blood is to show that Spider Man isn't invincible like Clark believed at first. Now it just goes to show him that heroes do indeed bleed, and it takes incredible sacrifice. Anyway, please read and review!


	5. Chapter 5

Author's Notes—Did you think this story was dead? Well, it came close, but after seeing _Spider-Man 2_ for the tenth time, I've decided to update.

To the KP fanbase--I do plan on updating soon.

Chapter 5 

"Doctor, Osborne's here." Dr. Octavius looked up at his work and greeted Norman, taking heed of the young man behind him.

"Nobel prize, Otto! You're going to make Oscorp rich." Norman shot a piercing smile at Octavius and shook his hand.

"It's not about the prize or fame, Norman. It's about achieving scientific progress."

"Ah, but you need money; you need Oscorp." Otto chuckled before looking at Peter.

"Who do we have here?"

"This is the person I called you about. He's the reason my son got through high school science."

"Peter Parker. It's an honor to meet you, sir," Peter said, sticking out his hand. "I'm here to write a paper about you."

"Yes, I know perfectly well why you're here, but I don't have time for—" A cough from Norman prompted Otto to change his mind. "But since Oscorp pays the bills…"

"That's right. Well, I have to take off for a, uh, meeting; I'll leave you two alone now." Norman nodded to Peter and headed out.

"I won't take much of your time—"

"Parker, now I remember you. You're Connors' student. He says you're brilliant. He also says your lazy."

"Well, I'm trying to do better."

"Being brilliant isn't enough young man. You have to work hard. Intelligence is a gift, Parker, to be used for the betterment of mankind."

"Yes, sir." A machine standing in the middle of Doctor Ocativius's lab caught his attention. He made his way over and examined it. "So is this it?"

"Yes, this design will initiate and sustain fusion."

"I heard you use harmonics and atomic frequencies."

"Synthetically, of course."

"Harmonic reinforcements…"

"Go on."

"An exponential increase in energy output."

"A huge increase, like a perpetual sun." Peter nodded, his brain working at breakneck speed. Something seemed awry with the machine.

X.X 

Clark Kent walked through New York City, still taking in the wonders of big city life. It was so different from Smallville; first of all, it was crowded, but even moreso, New York just radiated an aura that was completely different from Smallville's mood. People here seemed…more apathetic, like nothing was their problem unless they were directly affected.

'_New York needs a hero…even more than Smallville needs one.'_

'_And when they finally get one, they crucify him in the media.'_

He could have laughed at the irony if it weren't so bleak. Even more surprising was the fact that Parker stood by what he did. Clark could only wonder if he would have done the same thing in Peter's position. Unlike Peter, he was invincible and could days without sleeping; he never got tired and never bled or bruised.

'_Would I sacrifice my future to…this?'_ he wondered.

An explosion interrupted his thoughts. Looking up, he saw the Goblin breaking hovering outside an office window a few dozen stories up. Without wasting anytime, Clark dashed to the area of conflict

"Jamison, Jamison, when will you learn? You call this filth _news_?" asked an irritated Goblin, holding up a newspaper. "Spider-man this, Spider-man that…when will you learn?" He slowly picked Jamison up by the scruff of his shirt. "Here's a secret—"

"Put him down!" yelled Clark, finally arriving in the correct room.

"Get out of here kid! I'm fine!" yelled Jamison frantically. Cynic he was, but he refused to put others in harm's way.

"Hahaha!" cackled the Goblin, slowly taking out a bomb. However, before he could react, he felt his glider careening out of control, noticing the fist the young man had put through it. Realizing that he had to get back to his lab, he threw Jamison back at…whatever that boy was and tossed a bomb for good measure. "Your choice, hero. Me or the old man?" he asked, flying away with what control he had left in his glider.

Seeing the bomb about to explode, Clark did the only thing he could think of. He pushed Jamison aside and dived on the bomb. His world faded to black as trace amounts of Kryptonite tore through his body.

X.X 

"Are you sure the calculations are correct?"  
"Peter, what have we been talking about in the past hour and a half? I perfectly understand the consequences of the slightest miscalculation—this is my life's work after all."

"Sorry, I didn't mean to question you." Mrs. Octavius smiled at the two and poured some tea for Peter.

"Come to the demonstration tomorrow—you'll see it in action then." She turned to her husband. "And you should get some sleep."

"Did Edison sleep before he turned on the light? Did Markhoni sleep before he turned on the radio? Did Beethoven sleep before he wrote the fifth?"

"Did Bernoulli sleep before he found the Curves of quickest descent?" added Peter.

"I'm liking this boy more and more!" His wife smiled and turned to Peter.

"So, Peter, tell us about yourself. Do you have a girlfriend?"

"Well, I, uh, I don't really know."

"Well, shouldn't you know? Who would know?'"

"Come on, Otto; leave him alone. Maybe it's a secret love."

"Well, you can't keep something as complicated as love bottled up you know. It'll make you sick."

"It's something you have to work at."

"And let me tell you something; if you really want a girl to fall in love with you—poetry."

"Poetry?"

"Never fails, Parker."

X.X 'But our love was stronger by far than the love 

_Of those who were older than we_

_Of many far wiser than we_

_And neither the angels in Heaven above,_

_Nor the demons down under the sea,_

_Can ever dissever my soul from the soul_

_Of the beautiful Annabelle Lee.'_

Does this stuff actually work? I mean, honestly…are girls this easy to woo? I set down the poetry book to take my laundry out of the dryer—well, by laundry I mean my Spider suit. Making sure no one was looking, I shuffled the suit into a brown laundry bag and left, reading the rest of the poem while I walked outside.

'_For the moon never beams without bringing me dreams  
Of the beautiful Annabel Lee;  
And the stars never rise but I feel the bright eyes  
Of the beautiful Annabel Lee;  
And so, all the night-tide, I lie down by the side  
Of my darling, my darling, my life and my bride,  
In the sepulcher there by the sea,  
In her tomb by the sounding sea.'_

The first thing I noticed when I got home was that my phone was beeping. That meant I had a message—wait, I never get messages. The only people that care enough to call are telemarketers and that guy who keeps asking if he can order a large two topping pizza. Let's see…stop, fast forward, play, there we go. Genius, Parker.

"Peter." It was Aunt May. "When you get this, come to the New York General Hospital on 46th street. It's Clark—he's been in an accident of some sort."

Clark Kent. I was out of the window in a heartbeat.

X.X 

The first thing Clark noticed when he awoke was…pain. Even more important than the pain itself was the fact that he wasn't supposed to feel pain. He opened his eyes and met the kind eyes of Peter and his Aunt May.

"Thank God you're awake. How're you feeling, Clark?" asked a concerned Aunt May.

"I've been better, but at least I'm alive."

"Such a relief; we've been worried sick about you!" _'She reminds me so much of my mother…so caring, even to someone she barely knows.'_

"Yea, it's been kind of boring here too." May glared at Peter.

"Peter! Manners. Anyway, you're welcome to stay with us once you get out of here if you don't feel comfortable living on your own for the time being."

"I—thank you."

"Um, Aunt May, can you excuse us for a few minutes? I need to talk to Clark about um, girl troubles."

"Poor Clark has just woken up, Peter! Is that all you can think of?" scolded May, before her face softened and she quietly waved goodbye and left.

"Jamison said the Goblin attacked you."

"Yea, I guess I'm lucky to be alive."

"Why? Last time you destroyed him."

"He threw a bomb at me."

"So?"

"What do you mean so? Bombs kill people," stated Clark.

"Correction—bombs kill normal people."

"What are you trying to say?" asked Clark, getting defensive. He knew Peter's secret identity, but he didn't want to share all of his powers with Peter.

"Jamison said you dived on that bomb."

"Our minds aren't exactly completely clear when we're in life-threatening situations." Peter sighed.

"Listen, the doctor says you'll be fine. He's taken a sample of your blood to make sure." _'Blood? How did he get my blood?'_ Clark looked down at his arm, where a small, square patch had been placed over the area where the blood had been extracted. "He says you're the fastest recovering patient he's ever had."

"Well, I guess I'm just lucky."

"Yea…maybe." Clark yawned, feeling unfamiliar feelings overtake him again. Fatigue.

"Can we talk about this later? I'm really tired." Peter reluctantly agreed, wanting to learn the real story.

"Sure thing, Clark. Take care." When Peter left, Clark looked down at his arm and pinched himself. Surprisingly, he felt another jolt of pain. _'What happened?'_ As he tried to focus on each of his powers, he found them all gone. He then realized the blatant truth.

He was now mortal.

X.X 

Author's Notes—Well, I'm back I guess. Updates are still going to be sporadic.


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